Pelican Rapids Area
Chamber Of Commerce Bylaws (Adopted
10-9-01)
INDEX: ( Click on topic to go to Article )
ARTICLE I - Name and Location ARTICLE VIII - Officers
ARTICLE II - Mission ARTICLE IX - Committees
ARTICLE III - Area ARTICLE X - Finances
ARTICLE IV - Limitation of Methods ARTICLE XI - Parliament Authority
ARTICLE V - Membership ARTICLE XII - Dissolution
ARTICLE VI - Meetings ARTICLE XIII - Amendments
ARTICLE VII - Board of Directors ARTICLE XIV - Compliance
ARTICLE I - Name and Location
Section 1:
The name of this corporation shall be the Pelican Rapids Area Chamber of
Commerce.
Section 2:
The principal office of the corporation shall be located in Pelican Rapids,
County of Ottertail and State of Minnesota.
Section 1:
The Chamber Board on February 11th, 1997 created the following Mission
Statement: The Pelican Rapids Chamber of Commerce promotes economic vitality and
cooperation of organizations and businesses within the Pelican Rapids area
Section 1:
The Pelican Rapids area shall include Pelican Rapids and the surrounding area.
ARTICLE IV - Limitation of Methods
Section 1:
The Pelican Rapids Area Chamber of Commerce shall observe all local, state and
federal laws which apply to a non-profit organization as defined in Section
501(c)(6) of the Internal Revenue Code.
ARTICLE V - Membership
Section 1:
Any business firm, individual, association, corporation, partnership,
municipality or estate having an interest in the above objectives shall be
eligible to apply for membership.
Section 2:
Application for membership in the Chamber shall be in writing, on forms provided
for the purpose and signed by the applicant. Any applicant shall be a member
upon payment of the regularly scheduled dues as provided in Section 4.
Section 3:
There shall be four classes of membership: (a) business, (b) individual, (c
)non-resident and (d) honorary. Non-resident business and honorary memberships
shall have no voting privileges.
Section 4:
Membership dues shall be at such rate or rates, schedule or formula as may be
from time to time prescribed by the Board of Directors and passed by a majority
vote of the general membership.
Section 5:
In any proceeding in which voting by members is called for, each membership
shall be entitled to one vote.
Section 6:
No member whose dues are 120 days past due shall be eligible to vote for the
election of officers or directors.
Section 7:
Any business firm, individual, association, corporation, partnership,
municipality or estate holding membership may designate an individual to
represent them to exercise the privileges of membership.
Section 8:
Any member may be expelled by a two-thirds vote of members present provided that
no less than 30 members of the general membership are in attendance at any
regular or special general membership meeting for conduct prejudicial to the
aims or reputation of the Chamber, after notice and opportunity for a hearing
are afforded the said member. Notice of the time, place and purpose of the
meeting in which such action will be considered must be mailed to all members 7
days prior to said meeting.
Section 9:
The resignation or expulsion of a member shall terminate their membership. The
termination of a membership shall work a forfeiture of all interests of the
member in and to the property of the corporation and such member shall hereafter
have no right thereto or to any part thereof.
Section 10:
Orientation packets on the purposes and activities of the Chamber shall be
presented by the Board to the following groups: new officers, directors
committee chairmen and new members.
Section 11:
Distinction in public affairs shall confer eligibility for honorary membership.
The Board of Directors shall confer nominations to the general membership for
approval. The general membership shall confer honorary membership by a majority
vote at any regular general membership meeting.
ARTICLE VI - Meetings
Section 1:
The annual meeting of the corporation shall be held during the first two weeks
of September of each year. The time and place shall be fixed by the Board of
Directors and notice therefore mailed to each member at least 7 days before said
meeting.
Section 2:
General meetings of the chamber shall be held monthly, normally on the second
Tuesday evening of each month. The exact time and place of the general meetings
shall be selected by the board of Directors. Notice of special meetings and
notice of changes in the time or place of general meetings shall be mailed to
each member at least 7 days prior to said meeting. Included in the notice of a
special meeting shall be time, place and reason for such meeting.
Section 3:
Board of Directors meeting shall be held monthly, at a time and place set by the
Board of Directors. Special Board of Directors meetings may be called by the
President or any 3 members of the Board of Directors with written notice. Notice
of any special meeting and notice of changes in the time or place of regular
meetings must be mailed to all Board members at least 7 days prior to any such
meeting. All Board meetings shall be open to the general membership.
Section 4:
Committee meetings shall be called by the chairperson of each committee.
Section 5:
At any duly called general meeting of the Chamber, 12 members shall constitute a
quorum; at a Board meeting two-thirds (6) shall constitute a quorum, at a
committee meeting a majority shall constitute a quorum.
Section 6:
Written notice of all Chamber meetings shall be given to each member by mailing
to the last known address at least (7) days prior ofthe day of the meeting. An
advance agenda and minutes must be prepared for all meetings.
ARTICLE VII - Board of Directors
Section 1:
The Board of Directors shall be composed of 10 Members, one half of whom shall
be elected yearly to serve for two years. The government and policy-making
responsibilities of the Chamber shall be vested in the Board of Directors, which
shall control its property, be responsible for its finances, and direct its
affairs. Any vote which results in a tie shall be referred to the general
membership for a final decision.
Section 2:
At the regular May Board meeting the President shall appoint, subject to the
approval of the Board of Directors, a Nominating Committee of three members of
the Chamber. At the July Board meeting, the Nominating Committee shall present
to the Board of Directors a slate of a minimum of five candidates to serve
two-year terms to replace the Directors whose terms are expiring. Each candidate
must be a member or an appointed representative and must agree to accept the
responsibility of a directorship. No Director may serve more than three
consecutive terms.
Section 3:
In the interest of maintaining diverse representation from the resort, retail
and other business groups of the community, the Board of Directors shall attempt
to at all times consist of members from each sector with efforts to maintain a
balance of the different groups.
Section 4:
Upon receipt of the report of the Nominating Committee, the Board of Directors
shall notify the membership by mail of the names of the persons nominated as
candidates as part of its notice for the general meeting. At the August general
meeting the membership may submit any other nominees provided those nominees are
willing to accept the responsibilities of a directorship. After the August
general meeting the nominating period shall be deemed closed. The directors
shall be voted on by the general membership eligible to vote at the September
meeting.
Section 5:
All newly elected Board members shall be seated at the September Board meeting
and shall be participating members thereafter.
Section 6:
All members of the Board shall be required to attend all Board and general
meetings. A representative from the Board shall be present at City Council and
School Board meetings to represent the interests of the Chamber. Any Board member
who shall be absent from three (3) consecutive meetings per year or six (6)
cumulative per term year meetings may be dropped from the Board of Directors
unless confined by illness or other approved, by majority vote of the Board,
emergency.
Section 7:
The Board of Directors is responsible for establishing procedure and formulating
policy of the organization. It is also responsible for adopting all policies
of the organization. These policies shall be maintained and be available to every
member for review in a policy manual. Policies shall be reviewed at the October
Board meeting and revised as necessary. All policy revisions shall be made
available to the General Membership for final approval by majority vote.
Section 8:
The Board may assign chairpersons for committees, as the Board feels necessary
to achieve the goals and directives of the Chamber. Each person shall be a
member in good standing and have agreed to accept the assignment.
ARTICLE VIII - Officers
Section 1:
The Board of Directors at its September meeting, shall reorganize for the coming
year. The September meeting shall be called and chaired by the outgoing
President who shall be a non-voting participant of this meeting unless he/she
was re-elected to serve on the Board or is serving the second year of a two year
term. At this meeting the Board is to elect a President and Vice-President each
to serve a term of one year, review the employment of any employees, rehire,
adjust salaries or terminate any employees deemed unnecessary or inadequate. All
directors and officers seated on the Board shall be voting members.
Section 2:
President. The President shall serve as the chief elected officer of the
Chamber of Commerce and shall preside at all meetings of the membership and the
Board of Directors. The President and the Vice President shall sign all written
contracts and obligations of the Corporation. The President shall serve a term
of one year. In the event that the current President becomes unable to fulfill
his or her duties, the Vice President shall assume the position. The President
shall be responsible for directing and supervising all employees as approved by
the Board.
Section 3:
Vice President. The Vice President shall act as President whenever the
President is unable to perform the duties. The Vice President is also
responsible for assuring the Board is acting within the by-laws of the
corporation. The Vice President shall serve a term of 1 year.
Section 4:
Secretary / Treasurer. This shall be a paid position hired by the Board.
The Secretary shall maintain reports, Minutes, by-laws, attendance and any such
reports or documents created in the process of operation of this corporation.
All documents must be made available to any member wishing to examine such
documents. The Treasurer shall be responsible for maintaining the finances of
the Chamber. Monthly reports of the Chamber finances shall be presented to the
Board and General Membership at each meeting. A budget report and an updated
financial report shall be presented to the Board. The Treasure shall be
co-signer on all checks or expenditures of the Chamber. The position of
Secretary/Treasurer shall have no voting rights nor be a member of the Board.
Section 5:
Any Board member may be removed from office by the general membership. To do
this, a petition first needs to be signed by 20 members. This issue will then be
brought to the following General Meeting. The quorum for said meeting shall be
set at 30 members with a 2/3 vote required for expulsion. Notice for this
meeting must be mailed 7 days prior. The petition must include the reasons for
such action.
ARTICLE IX - Committees
Section 1:
The Board may appoint special committees as deemed necessary to carry out the
program of the Chamber. All Chair positions shall be for a period of 1 year to
run concurrent with the Chamber's fiscal year, unless the Committee is
discharged earlier under the provisions of Section 4. It shall be the function
of committees to make investigations, conduct studies and hearings, make
recommendations to the Board, and to carry on such activities as may be
delegated to them by the Board.
Section 2:
Once committee action has been approved by the Board, it shall be incumbent upon
the committee chairperson or, in their absence, those whom they delegate, to
give testimony to, or make presentations before, make presentations before the
Board, General Membership, civic or governmental agencies as appropriate.
Section 3:
The Board may create such divisions, bureaus, departments, committees, councils
or subsidiary corporations as it deems advisable to handle the work of the
Chamber. The Board shall authorize and define the powers and duties in writing
and give a copy to each. Each Board member shall receive a copy of such and a
copy shall be available to the General Membership through the
Secretary-Treasurer. The Board shall annually review and approve all activities
of the above, including the collection and disbursement of funds.
Section 4:
No action by any member, committee, division, bureau department, council,
subsidiary corporation, employee, director or officer shall be binding.
Committees shall be discharged by the Board when their work has been completed
and their reports accepted, or when, in the opinion of the Board it is deemed
wise to discontinue the committees.
ARTICLE X - Finances
Section 1:
All monies paid to the Chamber shall be placed in a general operating fund,
except that money subscribed or contributed for a specific purpose shall be
placed in a separate fund for such purpose.
Section 2:
Upon approval of the budget, the treasurer is authorized to make disbursements
on accounts and expenses provided for in the budget with approval of the Board
of Directors. Disbursements shall be by check.
Section 3:
The fiscal year shall be from September 1 through August 31.
Section 4:
The Board shall appoint a budget committee to prepare as soon as possible after
the elections an annual budget. Upon the Boards approval it shall go to the
General Membership for approval.
Section 5:
The accounts of the Chamber shall be audited annually as ofthe close of business
August 30 by the audit committee. The audit report shall be presented to the
Board and shall at all times be available to the General Membership.
Section 6:
The President, other officers and directors may in the discretion of the Board
be bonded by a sufficient fidelity bond in the amount set by the Board and paid
for by the Chamber.
Section 7:
The Board shall be allowed to secure such loans as may be necessary to perform
its function, not to exceed one-third (113) of its annual membership dues. Final
approval of any loan may be set by a majority vote at any regular or special
meeting provided notice is sent 7 days prior to all members stating..."
ARTICLE XI - Parliament Authority
Section 1:
The current edition of Roberts Rules of Order shall be the final source of
authority in all questions of parliamentary procedures when such rules are not
inconsistent with the bylaws of the Chamber. A copy shall be available at all
meetings for reference and shall be the responsibility of the Vice President.
ARTICLE XII - Dissolution
Section 1:
The corporation shall use its funds only to accomplish the objectives and
purposes specified in these bylaws, and no part of said funds shall inure, or be
distributed, to the members of the Chamber. Dissolution of the Chamber shall
require a two-thirds (2/3) vote of the General Membership at a special meeting,
provided the notice for the meeting includes the proposal of dissolution and why
it is felt needed. The notice for this meeting shall be mailed to all members 7
days prior to the meeting On dissolution ofthe Chamber, any funds remaining
after all outstanding debts have been satisfied shall be distributed to one or
more charitable organizations to be selected by the Board as defined in the
Internal Revenue Code Section 501 (c)(6) and
said charitable organizations to be located within the city of Pelican Rapids or
the area surrounding the city of Pelican Rapids."
ARTICLE XIII - Amendments
Section 1:
Proposed amendments to these bylaws shall first be brought to the Board for
review, and included with the notice for the Board meeting. Upon Board review
and attorney approval it shall be included on the agenda of the next general
meeting to be brought up for discussion only. Any revisions brought up at the
general meeting shall be submitted for attorney review and approval. The
amendment shall then be voted upon at the following general meeting. The full
written text of the amendment shall be included with all meeting notices and
mailed to the members 7 days prior to the meeting.
ARTICLE XIV - Compliance
Section 1:
Non-compliance with any article or section of these bylaws brought forth by any
member or director shall result in the reversal of any noncompliance and the
possible removal of the Board member causing the non-compliance as per Article
VIII, Section 5.